SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Report Date (Date of earliest event reported): June 11, 1996
FOREMOST CORPORATION OF AMERICA
(Exact name of registrant as specified in charter)
DELAWARE 0-6478 38-1863522
(State or other jurisdic- (Commission (IRS Employer
tion of incorporation) File Number) Identification
Number)
5600 BEECH TREE LANE, CALEDONIA, MICHIGAN 49316
MAILING ADDRESS: P.O. BOX 2450, GRAND RAPIDS, MICHIGAN 49501
(Address of principal executive offices) (Zip Code)
(616) 956-8218
(Registrant's telephone number, including area code)
NOT APPLICABLE
(Former name of former address, if changed since last report)
Item 5. OTHER EVENTS.
On June 11, 1996, Foremost Corporation of America ("Foremost" or
the "Registrant") announced the completion of the sale of its subsidiary,
Foremost Life Insurance Company ("Foremost Life"), to Woodmen Accident and
Life Company of Lincoln, Nebraska ("Woodmen"). Under the terms of the
Stock Purchase Agreement dated May 9, 1996, as amended by the First
Amendment to Stock Purchase Agreement dated June 11, 1996, Woodmen acquired
all of the issued and outstanding capital stock of Foremost Life. Net
after-tax proceeds from the sale amounted to approximately $17.5 million to
Foremost. Foremost anticipates that it will incur an after tax loss on the
sale of approximately $1.1 million. Foremost and Woodmen will participate
in a joint election under Section 338(h)(10) of the Internal Revenue Code
to treat the transaction as a purchase of assets for tax purposes.
The amount of the sale price was determined pursuant to arms-length
negotiation between the parties. There is no relationship between
Woodmen and Foremost or any of its subsidiaries, any director or officer of
Foremost, or any associate of any such director or officer.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Exhibit: The following exhibit is furnished with this Form 8-K
Current Report:
EXHIBIT NO. DOCUMENT
99 Press Release of Foremost dated June 11, 1996.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
FOREMOST CORPORATION OF
AMERICA
Date: June 11, 1996 By /S/ F. ROBERT WOUDSTRA
F. Robert Woudstra
Executive Vice President and
Treasurer (Principal Financial
Officer)
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EXHIBIT INDEX
SEQUENTIALLY
EXHIBIT DOCUMENT NUMBERED PAGE
99 Press Release of Foremost Corporation
of America dated June 11, 1996. 5
4
EXHIBIT 99
FOR: IMMEDIATE RELEASE CONTACT: F. Robert Woudstra
June 11, 1996 (616) 956-8218
FOREMOST CORPORATION OF AMERICA ANNOUNCES
COMPLETION OF SALE OF FOREMOST LIFE INSURANCE COMPANY
GRAND RAPIDS, MICHIGAN - Foremost Corporation of America (FOM-NYSE) today
announced completion of the sale of its subsidiary, Foremost Life Insurance
Company, to Woodmen Accident and Life Company, based in Lincoln, Nebraska.
The sale yielded Foremost net after-tax proceeds of approximately
$17.5 million. Foremost expects to incur an after-tax loss of
approximately $1.1 million on the sale. Foremost Chief Financial Officer
F. Robert Woudstra said the sale is part of Foremost's ongoing strategy to
divest operations outside property and casualty insurance lines.
A significant portion of the net proceeds from the sale are earmarked to
augment purchases under Foremost's previously announced stock repurchase
program. In February 1994, Foremost's Board of Directors approved a stock
buy back plan for up to one million shares and they increased the program
by 500,000 shares during the first quarter of 1996. From January 1, 1996
through June 10, 1996, the Company has purchased 193,463 shares of its
common stock outstanding at an average price of $55.30 per share. Since
the beginning of this buy back plan, the Company has purchased 893,070
shares at an average price of $40.74 per share.
Although Woodmen will change the name of Foremost Life Insurance Company,
they've advised Foremost that they intend to maintain Foremost Life's
current customer and service relationships.
Foremost is the parent corporation for a group of companies principally
engaged in providing property and casualty insurance for manufactured homes
and recreational vehicles. The Foremost Life Insurance business represents
approximately 5% of the parent company's annual premiums. Now in its 106th
year, Woodmen describes itself as a financially conservative company with
distribution primarily throughout the midwest and west. Woodmen offers a
variety of products and services, including individual and group life and
health insurance, annuities, and qualified plans services for the
individual, family, and business markets. Woodmen holds an A- rating from
A.M. Best, a national insurance rating organization.
